Republic of the \\ ENERGY REGULATORY COMMISSIO'N . ,---- San Miguel Avenue, Pasig City .

IN THE MATTER OF THE APPLICATION FOR APPROVAL OF THE SUPPLEMENT TO THE ENERGY SUPPLY AGREEMENT BETWEEN I ELECTRIC COOPERATIVE, INC. (ZAMSURECO II) AND THERMA MARINE, INC. (TMI), WITH MOTION FOR PROVISIONAL AUTHORITY AND MOTION FOR CONFIDENTIAL TREATMENT OF INFORMATION

ERC CASE NO. 2015-043 RC

ZAMBOANGA DEL SUR II ELECTRIC COOPERATIVE, INC. (ZAMSURECO II) AND THERMA MARINE, INC. (TMI), Applicants. x------x

ORDER

On March 06, 2015, Zamboanga Del Sur II Electric Cooperative, Inc. (ZAMSURECO II) and Therma Marine, Inc. (TMI) filed a joint application for the approval of their Supplement to the Energy Supply Agreement, with motion for provisional authority and motion for confidential treatment of information.

In the said joint application, ZAMSURECO II and TMI alleged, among others, the following:

1. ZAMSURECO II is a non-stock, non-profit. electric cooperative, organized and existing under and by virtue of Presidential Decree No. 269, as amended, with principal address at Pangi, Ipil, . It holds an exclusive franchise issued by the National Electrification ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 2 of 19

Commission to operate an electric light and power distribution service in Bayog, Zamboanga Del Sur, the Municipalities of , , Imelda, Ipil, , Kumalarang, Lakewood, Mabuhay, , Naga, Olutanga, Payao, , Tulusan, Titay, , all in the Province of Zamboanga Sibugay, the Municipalities of Sibuco, Siocon, Siraway, in the Province of as well as the District of Vitali in (Franchise Area);

2. TMI is a generation company duly organized and existing under the laws of the Republic of the Philippines with principal office address in Mobile 2, Lawis, Sta. Ana, Nasipit, Agusan del Norte. Copies of TMI's Securities and Exchange Commission Certificate of Registration, Articles of Incorporation and By-Laws, General Information Sheet and Audited Financial Statements are attached to the joint application as Annexes "A", "B", "C" and "D," respectively;

2.1 TMI owns and operates the 100 MW Power Barge No. 117 (PB 117) in Nasipit, Agusan Del Norte and the 100 MW Power Barge No. 118 (PB 118) in Maco, Compostela Valley, which it acquired from the Power Sector Assets and Liabilities Management Corporation (PSALM) upon' their privatization in accordance with Republic Act No. 9136, otherwise known as the "Electric Power Industry Reform Act of 2001 (EPIRA); and

2.2 TMI is joining ZAMSURECO II as co-applicant in this case in order to assist it in securing approval of the terms and conditions of the Energy Supply Agreement dated 23 May 2011 (ESA),as amended by the Supplement to the Energy Supply Agreement dated 19 January 2015 (Supplement Agreement), entered into by and between ZAMSURECO II and TMI', ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 3 of 19

NATURE OF THE APPLICATION

3. The instant joint application seeks approval by the Commission of the ESA, as amended by the Supplement Agreement, entered into by and between ZAMSURECO II and TMI, pursuant to Rule 20 (8) of the Commission's Rules of Practice and Procedure (ERC Rules).

Copies of the ESA and the Supplement Agreement are attached to the joint application as Annexes "E" and "F", respectively;

STATEMENT OF FACTS

4. ZAMSURECO II currently sources the bulk of its electricity requirements from the Power Sector Assets and Liabilities Management Corporation (PSALM) and the remainder from Therma South, Inc., GN Power and TM!.

4.1 On May 23, 2011, ZAMSURECO II entered into an ESA with TMI for the supply of 4MW for a term of three (3) years from Effective Date of March 8, 2012 (Original Term). The ESA was approved by the Commission in a Decision dated October 29, 2012 in ERC Case No. 2011-126RC, with the following applicable rates:

Cost Component A )proved Rates Capacity Fee 2012 278 (PhP/kW/month) 2013 296 2014 323 2015 305 Fixed O&M Fee 239 (PhP/kW/month) Enerov Fee (PhP/kWh) 0.14864 Fuel and lube Oil Rate Pass thru cost based on fuel consumption rates of 0.2210 liter/kWh or actual, whichever is lower, for Heavy Fuel Oil (HFO) and 0.00313 liter/kWh or actual, whichever is lower, for lube Oil (lm ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 4 of 19

4.2 Details of ZAMSURECO II's other supply contracts are as follows:

DATE OF CONTRACT EXECUTION OF SUPPLIER TERM ERC APPROVAL CAPACITY SUPPLY CONTRACT

PSALM 6.3MW 12/26/2012 3 Years Therma South, Inc. 10.0MW 5/15/2013 25 Years Nov. 14, 2014

GNPower, Provisional Approval Inc. 16.3MW 11/21/2012 20 Years April 28, 2014

5. It is expected' that the energy requirements of ZAMSURECO II's customers will significantly increase in the next few years as demonstrated by ZAMSURECO II's Distribution Development Plan ("DDP"), which is hereto u attached as Annex "G ,,

6. The expiration of the Contract for the Supply of Electric Energy with PSALM in 2016, as well as the projected increase in the energy requirements of ZAMSURECO II's customers will result in a shortage of the energy available to it and its customers;

7. On January 19, 2015, ZAMSURECO II and TMI executed the Supplement Agreement extending the term of the ESA for an additional period of three (3) years from the expiration of the term (Additional Term) and stipulating the rights and obligations of the Parties during the Additional Term, which shall be under the same terms and conditions of the ESA, subject to the following:

SALIENT PROVISIONS OF THE ESA AS AMENDED BY THE SUPPLEMENT AGREEMENT

8. Additional Term. The Supplement to the ESA provides that the ESA shall remain in force for an additional period of three (3) years from the expiration of the Original Term, commencing on March 8, 2015 and shall terminate on March 8, 2018 unless either Party sends a written notice of pre-termination to the other Party at least sixty (60) days prior to the end of each contract year. The ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 5 of 19

Supplement to the ESA further provides that it may be terminated effective on the Operations Effective Date defined in the Energy Supply Agreement between ZAMSURECO II and TSI covering the supply of power from the coal-fired power plant of TSI or, if Operations Effective Date of the power plant of TSI has not yet occurred by the end of the Additional Term, the ESA shall be automatically renewed on a year-to-year basis, unless earlier terminated in accordance with the provisions of the ESA. Upon expiration of the Additional Term, and any extensions thereof, the Parties may agree to further extend the term of the Agreement under the same terms and conditions of the ESA, as amended by the Supplement Agreement;

9. Electricity Fees. Beginning on the expiration of the Original Term, the Electricity Fees shall be computed based on the following values:

2013 2014 2015 2016 2017 2018 CF PhP/kW/mo 296 323 305 287 268 250 FOM PhP/kW/mo 239 314 314 314 314 314 EF PhP/kWh 0.14864 0.15245 0.15245 0.15245 0.15245 0.15245 HFCR L/kWh 0.23580 0.23580 0.23580 0.23580 0.23580 0.23580 LOCR L/kWh 0.00240 0.00240 0,00240 0.00240 0.00240 0.00240

The CF and FOM for 2013 to 2015 and the EF for 2013 are based on the Decision of the Commission dated October 29, 2012 in ERC Case No. 2011-126 RC, while the HFCR and LOCR for 2013 to 2015 are based on the Decisions dated November 26, 2012 in ERC Case Nos. 2012-057 RC,1 2012-060 RC,2 2012-058 RC,3 2012-045 RC,4 2012-063 RC,5 2012-086 RC,6 2012-039 RC,72011-126 RC,8 g 2011-114 RC and 2011-087 RC.1O

1 In the Matter of the Application for Approval of the Energy Supply Agreement (ESA) Between Bukidnon Second Electric Cooperative, Inc, (BUSECO) and Therma Marine, Inc. (TMI), With Prayer For Provisional Authority, Bukidnon Second Electric Cooperative, Inc. (BUSECO), Applicant. 2 In the Matter of the Application for Approval of the Energy Supply Agreement (ESA) Between Camiguin Electric Cooperative, Inc. (CAMELCO) and Therma Marine, Inc, (TMI), With Prayer For Provisional Authority, Camiguin Electric Cooperative, Inc, (CAMELCO), Applicant. 3 In the Matter of the Application for Approval of the Energy Supply Agreement (ESA) Between Cotabato Electric Cooperative, Inc. (COTELCO) and Therma Marine, Inc. (TMI), With Prayer For Provisional Authority, Cotabato Electric Cooperative, Inc, (COTELCO), Applicant. 'In the Matter of the Application for Approvai of the Energy Supply Agreement (ESA) Between Misamis Occidental I Electric Cooperative, Inc. (MOELCI I) and Therma Marine, Inc. (TMI), With Prayer For Provisional Authority, Misamis Occidental I Electric Cooperative, Inc. (MOELCI I), Applicant. ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 6 of 19

9.1 The formula for FC in item 2 (Contract Energy Fee per month) of Schedule III (Contract Energy Fee) of the ESA shall be deemed amended to read as follows: 11

INS) Be ] Fe = [CF + (FOM) (iFf)J BC + [( 12. TotalBC

INS = INSy - INS1

Where:

INSy = actual insurance cost for the two barges for the current year

INS1 = PhP43,035,782.00 for the two barges, representing insurance cost included in the FOM

Total BC= Total Billing Capacity for the two barges under the existing energy supply agreements and existing ancillary service procurement agreements

5 In the Matter of the Application for Approval of the Energy Supply Agreement (ESA) Between Misamis Occidental II Electric Cooperative, Inc. (MOELCI II) and Therma Marine, Inc. (TMI), With Prayer For Provisional Authority, Misamis Occidental II Electric Cooperative, Inc. (MOELCI II), Applicant. 6 In the Matter of the Application for Approval of the Energy Supply Agreement (ESA) Between Sultan Kudarat Electric Cooperative, Inc. (SUKELCO) and Therma Marine, Inc. (TMI), With Prayer For Provisional Authority, Sultan KudaratElectric Cooperative, Inc. (ZAMSURECO II), Applicant. 7 In the Matter of the Application for Approval of the Energy Supply Agreement (ESA) Between Zamboanga City Electric Cooperative, Inc. (ZAMCELCO) and Therma Marine, Inc. (TMI), With Prayer For Provisional Authority, Zamboanga City Electric Cooperative, Inc. (ZAMCELCO), Applicant. 8 In the Matter of the Application for Approval of the Energy Supply Agreement (ESA) Between Zamboanga Del Sur II Electric Cooperative, Inc. (ZAMSURECO II) and Therma Marine, Inc. (TMI), With Prayer For Provisional Authority, Zamboanga Del Sur II Electric Cooperative, Inc. ~ZAMSURECO), Applicant. In the Matter of the Application for Approval of the Energy Supply Agreement (ESA) Between Zamboanga Del SurlElectric Cooperative, Inc. (ZAMSURECO I) and Therma Marine, Inc. (TMI), With Prayer For Provisional Authority, Zamboanga Del Sur I Electric Cooperative, Inc. \ZAMSURECO II), Applicant. o In the Matter of the Application for Approval of the Energy Supply Agreement (ESA) Between Zamboanga Del Norte Electric Cooperative, Inc. (ZANECO) and Therma Marine, Inc. (TMI), With Prayer For Provisional Authority, Zamboanga Del Norte Electric Cooperative, Inc. (ZANECO), Applicant. 11 Supplement Agreement, Section 2.1 ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 7 of 19

9.2 Hence, the formula for Contract Energy Fee per Month as provided in the ESA shall be:12

CEF = FCtVC

VC = [(EF)(Ir,,) +FLR'lEDm

For calendar month m = 1, 2, ..., 12

Where:

CEF = Contract Energy Fee in Php EF = Energy Fee (before adding the applicable VAT) for the Billing Period in Php/kWh FC = Fixed charge per month in Pesos VC = Variable charge per month in Pesos CF = the Capacity fee in Php/kW/month for the current Contract Year FOM = Fixed O&M fee in Php/kW/month 1Ft = Inflation factor for fixed O&M fee BC - Billing Capacity in kW or 4,OOOkW

INS = INS,,- INS1

Where:

INSy = actual insurance cost for the two barges for the current year PhP43,035,782.00 for the two barges, representing insurance cost included in the FOM

IFv = Inflation factor for Energy Fee TotalBC= Total Billing Capacity for all Energy Supply Agreements entered into by Supplier which have achieved effectivity date and for the duration of such effectivity, as such terms and conditions are defined under the respective Energy Supply Agreements FLR = Fuel oil, lube oil and related fuel rate in Php/kWh

12 ESA, Schedule III, Item 2, as amended by the Section 2 of the Supplement Agreement. ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 8 of 19

EDm = The Sum of the hourly volumes of Contract Energy as found in the Contract Energy Schedule (or as revised by the Parties or by MSO/MSO RCC) for the Billing Period primarily associated with calendar month m (for example December 26-January 25 is associated with January) (and adjusted for transmission losses, if any, imputed by the transmission service provider if measured at a meter other than the Generator Metering Point), in kWh The Fixed Charge ("FC") shall be proportionately adjusted if:

a. The Contract Energy Delivery days in a Billing Period are less the total number of days in the Billing Period (to adjust to first and last Billing Periods of the ESA); and

b. The non-delivery days (or fraction thereof) in any Billing Period caused by Allowed Downtime described under Section 8 of the ESA.

9.3 Finally, the base indices in Item 3 (Inflation Factor) of Schedule III (Contract Energy Fee) of the ESA shall be deemed amended to read as follows:13

PCPlb = Philippine CPI of 126.4 as of June 2011

UCPlb = US CPI of 225.722 as of June 2011

ECPlb = EURO CPI of 113.10 as of June 2011

JCPlb = Japan CPI of 99.9 as of June 2011

10. Billing Capacity. In the event that TMI is required to reduce its installed capacity in order to remain compliant with Section 45 of the EPIRA, TMI shall have the right to reduce the Billing Capacity of ZAMSURECO II to the extent of the reduction required under Section 45 of the EPIRA, provided that, the reduction in the Billing Capacity of ZAMSURECO II shall not exceed its pro rata share in the total Billing Capacity of TMI in relation with other 14 offtakers of TM1 ;

13Supplement Agreement, Section 2.3. '4 Supplement Agreement, Clause 2.9 ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 9 of 19

11. Contract Energy. Under the ESA, TMI shall make available, on a monthly basis, the capacity of 4MW, to be delivered in accordance with the Schedule of Contract of Energy under the ESA;

12. Additional Energy. TMI may, at its option, make available to ZAMSURECO II such energy in excess of the contracted energy for which ZAMSURECO II shall be liable to pay the Additional Energy Fee consisting of variable and fixed charges pro-rated for the hours of delivery of the additional energy, subject to annual adjustments. The same formula for the Additional Energy Fee Rate under the ESA shall continue to be in effect;

13. Load Curtailment Adjustment. For Contract Energy subject of load curtailment, ZAMSURECO II shall pay the Load Curtailment Adjustment in lieu of the Capacity Fee component of the Contract Energy Fee. The same formula for the Load Curtailment Adjustment Rate under the ESA shall continue to be in effect;

14. Replacement Energy. TMI has the option but not the obligation to source replacement or alternative supply from its own back-up facility and/or any third party to supply all or part of the Contract Energy;

15. Security Deposit. Before the commencement of the nd second (2 ) Contract Year and each Contract Year thereafter, ZAMSURECO II shall provide TMI a Renewal Security Deposit in the form of a Standby Letter of Credit in an amount equivalent to the estimated average one month Invoice projected for the next twelve (12) months as agreed by TMI and ZAMSURECO II or, in case of disagreement, in an amount equal to the highest Invoice issued by TMI to ZAMSURECO II in the twelve (12) months immediately preceding the Commencement of such Contract Year;15

16. Application Costs. The Supplement Agreement provides that ZAMSURECO II shall bear the costs of all filing fees, costs of publication, legal fees and similar

'5ESA, Clause 6.1.2. as amended by Section 2.4 of the Supplemental Agreement. ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 10 of 19

costs arisin~ from the preparation and filing of the instant 1 application ;

17. The extension of the Contract Term under the Supplement Agreement and the implementation thereof will redound to the benefit of ZAMSURECO II's consumers which may otherwise be forced to bear the cost of 5MW purchased from the Interim Mindanao Electricity Market (IMEM) or to suffer a corresponding amount of brownouts. In undertaking the extension of the ESA under the Supplement to the ESA, ZAMSURECO II seeks to comply with its obligation of providing stable and continuous power supply, pursuant to the Department Circular No. DC 2012-03-004 dated March 19, 2012 of the Department of Energy (DOE);

SUBMISSIONS

18. In support of the instant application and in compliance with Rule 20 (B) of the ERC Rules of Practice and Procedure, it submits the following additional documents:

a. Board of Investments (BOI) Certificate of Registration of TMI (Annex "H" of the joint application);

b. Environmental Compliance Certificate (ECC) issued by the Department of Environment and Natural Resources (DENR) to TMI (Annex "I" of the joint application );

c. Certification by the National Grid Corporation of the Philippines (NGCP) (Annex "J" of the joint application);

d. Certificate of Compliance (COC) issued by the Energy Regulatory Commission (ERC) to TMI (Annex "K" of the joint application);

16 Supplement Agreement, Section 2.7 ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 11 of 19

e. Relevant Technical and Economic Characteristics of TMI's Power Barges (Annex "L" of the joint application);

f. Sources of Funds/Financial Plans (Annex "M" of the joint application);

g. Purchased Power Rate (Annex "N" of the joint application );

h. Cash Flow (Annex "0" of the joint application);

I. Financial Model (Annex "P");

J. Fuel Procurement Process of TMI (Annex "Q" of the joint application);

k. Transmission Service Agreement (TSA) between ZAMSURECO II and NGCP (Annex "R" of the joint application); and

I. Procurement Process of ZAMSURECO II (Annex "S" of the joint application);

19. In further compliance with the requirements of the Commission, they considered several scenarios and derived a Rate Impact Simulation based on the said scenarios, which is attached to the joint application as Annex "T" and may be summarized as follows:

Year Scenario Scenario Increasel without TMI* with TMI (Decrease) PhP/kWh PhP/kWh PhP/kWh 2015 5.3629 5.2671 (0.0959) 2016 5.5272 5.2806 (0.2466) 2017 5.9239 5.3241 (0.5997\ "Incorporated the rates of TSI. The rates are based on the approved or signed PSA, and the latest historical average generation rate of PSALM. Supply from PSALM is based on the Amended CSEE. ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 12 of 19

MOTIONS FOR PROVISIONAL AUTHORITY AND CONFIDENTIAL TREATMENT OF INFORMATION

20. They move for the issuance of a provisional approval of the Supplement Agreement, pending trial on the merits thereof, upon the following reasons:

a. Mindanao Power Crisis. The power shortage in Mindanao has remained a critical problem for ZAMSURECO II which continues to suffer rotating brownouts in the grid. A bilateral agreement, such as the Supplement Agreement, will significantly aid ZAMSURECO II in minimizing or even eliminating the rotating brownouts in its franchise area which has had a debilitating impact upon the local economy;

b. Insufficiency of NPC/PSALM Supply. The reduction of the NPC/PSALM CSEE capacity from ZAMSURECO II's portfolio renders imperative a bilateral supply contract to answer for the equivalent capacity, lest ZAMSURECO II be compelled to resort to the unpredictable and expectedly higher prices in the IMEM or worse, be curtailed for insufficient contracted capacity; and

c. Continuing Demand Growth. As illustrated in its DDP, ZAMSURECO II is expecting a growth in the total demand of its end-users so that, coupled with reduction of the NPC/PSALM capacity, there is a wide supply gap that urgently needs to be filled. Without the Supplement Agreement, ZAMSURECO II will be incapable of satisfying the electricity requirements of its end-users who must be forced to suffer brownouts resulting from its curtailment;

21. Considering the foregoing, they request the Commission for the provisional approval of the ESA, as amended by the Supplement Agreement to enable ZAMSURECO II to draw under the said agreement. This will avoid the power interruptions which have caused irreversible losses upon economic productivity within its franchise area. The Affidavit in support of the prayer for the ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 13 of 19

issuance of Provisional Authority is attached to the joint application as Annex "U";

22. Under Section 13 of the ESA, each Party undertook to keep in strict confidence and not to disclose to any third party any and all Confidential Information of the other Party;

23. Under Rule 4 of the ERC Rules, the Commission may, upon request of a party and determination of the existence of conditions which would warrant such remedy, treat certain information submitted to it as confidential. Pursuant to its undertaking, ZAMSURECO II and TMI move that Annexes "M", "N", "0", "P", and "Q" not be disclosed and be treated as confidential documents in accordance with Rule 4 of the ERC Rules and accordingly, not be disclosed to persons other than the officers and staff of the Commission, as necessary. These documents contain certain non-public information, data and calculations involving business operations and financial trade secrets reflecting TMI's investment and business calculations;

24. They submitted one (1) copy of Annexes "M", "N", "0", "P" and "Q" in a sealed envelope, with the envelope and each page of the document stamped with the word "Confidential'" , and

25. They pray that the Commission:

a. Issue an Order treating Annexes "M", "N", "0", "P" and "Q" and the information contained therein as confidential, directing their non-disclosure to persons other than the officers and staff of the Commission, pursuant to Rule 4 of the ERC Rules, and prescribing the guidelines for the protection thereof; b. Pending trial on the merits, provisionally approve the ESA, as amended by the Supplement Agreement, effective March 8,2015; and ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 14 of 19

c. After trial on the merits, approve with finality the ESA, as amended by the Supplement Agreement, including the rates, Security Deposit and Application Costs which shall be for the account of ZAMSURECO II.

Finding the said joint application to be sufficient in form and in substance with the required fees having been paid, the same is hereby set for jurisdictional hearing, pre-trial conference, expository presentation and evidentiary hearing on June 18, 2015 (Thursday) at nine 0' clock in the morning (9:00 A.M.) at the ERC Mindanao Field Office, Mintrade Building, Monteverde Avenue corner Sales St., Davao City (in view of the current peace and order situation in Mindanao).

ZAMSURECO II and TMI are hereby directed to cause the publication of the attached Notice of Public Hearing, at their own expense, twice (2x) for two (2) successive weeks in two (2) newspapers of general circulation in the Philippines, with the date of the last publication to be made not later than ten (10) days before the date of the scheduled initial hearing. They are also directed to inform the consumers within ZAMSURECO II's franchise area, by any other means available and appropriate, of the filing of the instant joint application, its reasons therefor, and of the scheduled hearing thereon.

Let copies of the joint application, this Order and the attached Notice of Public Hearing be furnished the Office of the Solicitor General (OSG), the Commission on Audit (COA), and the Committees on Energy of both Houses of Congress. They are hereby requested, if they so desire, to send their duly authorized representatives at the scheduled hearing.

Likewise, let copies of this Order and the attached Notice of Public Hearing be furnished the Offices of the Governors of Zamboanga Sibugay, Zamboanga Del Sur, and Zamboanga Del Norte and the Mayors of the Municipalities within the franchise area of ZAMSURECO II for appropriate posting thereof on their respective bulletin boards. ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 15 of 19

ZAMSURECO II and TMI are hereby directed to furnish all those making requests therefor with copies of the joint application and its attachments, subject to reimbursement of reasonable photocopying costs.

On the date of the initial hearing, ZAMSURECO II and TMI must submit to the Commission their written Compliance with the jurisdictional requirements attaching therewith, methodically arranged and duly marked, the evidences on the actual posting and publication of the Notice of Public Hearing consisting of certifications issued to that effect, signed by the aforementioned Governors, Mayors or their duly authorized representatives, bearing the seals of their offices, and the affidavits of the Editors or Business Managers of the newspapers where the said Notice of Public Hearing were published together with the complete issues of the said newspapers, and such other proofs of compliance with the requirements of the Commission.

ZAMSURECO II, TMI and all other interested parties are directed to submit, at least five (5) days before the date of initial hearing and pre-trial conference, their respective Pre-trial Briefs containing, among others:

(a) a summary of admitted facts and proposed stipulation of facts;

(b) the issues to be tried or resolved;

(c) the documents or exhibits to be presented, stating the purposes thereof and proposed markings therefor; and

(d) the number and names of the witnesses, with their written testimonies in an individual affidavit form, to be attached to the Pre-trial Brief.

Failure of ZAMSURECO II and TMI to submit the required Pre- Trial Brief and Judicial Affidavits of their witnesses within the prescribed period shall be a ground for cancellation of the scheduled hearing, and the resetting of which shall be six (6) months from said date of cancellation. ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 16 of 19

As part of the pre-trial conference, ZAMSURECO II and TMI must also be prepared to make an expository presentation of their joint application, aided by whatever communication medium that they may deem appropriate for the purpose, in order to put in plain words and explain, for the benefit of the consumers and other concerned parties, what the joint application is all about. and the reasons and justifications being cited in support thereof.

SO ORDERED.

Pasig City, May 15, 2015.

FOR AND BY AUTHORITY OF THE COMMISSION: ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 17 of 19

Copy Furnished:

1. Atty. Marvey Jay A. Gonzales LERIOS-AMBOY PINGOL & GONZALES LAW OFFICES Counsel for ZAMSURECO II Units 1609-1610, Tycoon Centre, Pearl Drive, Ortigas Center, Pasig City

2. Attys. Roy Enrico C. Santos & Rafael A. Evangelista PUYAT, JACINTO & SANTOS Counsel for TMI 5th & 12th Floors, VGP Center, 6772 Ayala Avenue, Makati City

3. Zamboanga del Sur Electric Cooperative, Inc. (ZAMSURECO II) Pangi, Ipil . Zamboanga Sibugay

4. The Office of the Solicitor General 134 Amorsolo Street, Legaspi Village Makati City, Metro Manila

5. The Commission on Audit Commonwealth Avenue Quezon City

6. The Senate Committee on Energy GSIS Building, Roxas Boulevard Pasay City

7. The House Committee on Energy Batasan Hills, Quezon City

8. Office of the President of PCCI Philippine Chamber of Commerce and Industry (PCCI) 3rd Floor, ECC Building, Sen. Gil Puyat Avenue Makati City

9. Office of the Provincial Governor Province of Zamboanga del Sur

10. Office of the Provincial Governor Province of Zamboanga Sibugay

11. Office of the Provincial Governor Province of Zamboanga del Norte

12. Office of the City Mayor Zamboanga City -P ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 18 of 19

13. Office of the Municipal Mayor Lakewood, Zamboanga Sibugay

14. Office of the Municipal Mayor Bayog, Zamboanga del Sur

15. Office of the Municipal Mayor Kumalarang, Zamboanga Sibugay

16. Office of the Municipal Mayor Buug, Zamboanga Sibugay

17. Office of the Municipal Mayor Diplahan, Zamboanga Sibugay

18. Office of the Municipal Mayor Malangas, Zamboanga Sibugay

19. Office of the Municipal Mayor Imelda, Zamboanga Sibugay

20. Office of the Municipal Mayor Alicia, Zamboanga Sibugay

21. Office of the Municipal Mayor Payao, Zamboanga Sibugay

22. Office of the Municipal Mayor Siay, Zamboanga Sibugay

23. Office of the Municipal Mayor Kabasalan, Zamboanga Sibugay

24. Office of the Municipal Mayor Naga, Zamboanga Sibugay

25. Office of the Municipal Mayor Ipil, Zamboanga Sibugay

26. Office of the Municipal Mayor Titay, Zamboanga Sibugay

27. Office of the Municipal Mayor Roseller T. Lim, Zamboanga Sibugay

28. Office of the Municipal Mayor Tungawan, Zamboanga Sibugay

29. Office of the Municipal Mayor Mabuhay, Zamboanga Sibugay

30. Office of the Municipal Mayor , Zamboanga Sibugay ERC CASE NO. 2015-043 RC ORDER/May 15, 2015 Page 19 of 19

31. Office of the Municipal Mayor Olutanga, Zamboanga Sibugay

32. Office of the Municipal Mayor Siraway, Zamboanga del Norte

33. Office of the Municipal Mayor Sioeon, Zamboanga del Norte

34. Office of the Municipal Mayor Sibueo, Zamboanga del Norte

35. Office of the Municipal Mayor Baliguian, Zamboanga del Norte